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Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock

Asset Purchase Agreement

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Title: Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock
Date: 12/3/2007
Industry: Scientific and Technical Instr.     Sector: Technology

Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock, Parties: bruker biosciences corporation , bruker biospin group
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EXHIBIT 99.1

 

Bruker BioSciences Corporation Announces Agreement to Acquire the Bruker BioSpin Group for $914 Million in Cash and Stock

 

Combined Company Will Be a Leading Provider of High-Performance Scientific Instrumentation and Analytical Solutions for Life Science and Materials Research, for Applied and Industrial Markets, and for Homeland Security Detection

 

BILLERICA, Massachusetts – December 3, 2007 – Bruker BioSciences Corporation (NASDAQ: BRKR) announced today that it has entered into definitive agreements to acquire the companies of the privately held Bruker BioSpin group for $388 million in cash and for 57.5 million in Bruker BioSciences shares, valued at $526 million at the November 28, 2007 trailing 10 trading day average closing price of $9.14 per BRKR share. The transaction is subject to Bruker BioSciences shareholder approval, customary regulatory approvals and financing, and is expected to close in early 2008.

 

The acquisition agreements were signed following the unanimous approval by a Special Committee of independent directors, as well as by all independent directors of the Board of Directors of Bruker BioSciences, with the non-independent Bruker BioSciences directors recusing themselves from the Board vote. The transaction is subject to approval by a majority of shareholders of Bruker BioSciences, as well as by a majority of the Bruker BioSciences shareholders not affiliated with the Laukien family who vote on the transaction.

 

Excluding transaction fees, the acquisition is expected to be highly accretive for Bruker BioSciences, and should significantly improve its operating margin and cash flow profile. As an illustration, including the Bruker BioSciences shares to be issued in connection with this acquisition, and including estimated interest expense that would have been incurred on the acquisition related debt, the pro forma EPS for the combined companies in 2006 and for the nine months ended September 30, 2007 would have increased by more than 50%, when compared to the actual EPS of Bruker BioSciences as a stand-alone company during these periods. The combination is also expected to generate both additional revenue-related synergies through cross-selling opportunities and integrated solutions development, as well as modest cost and expense synergies through better sourcing efficiencies and shared administrative functions.

 

Bill Linton, the Lead Director of Bruker BioSciences and chairman of its Special Committee of independent directors, commented on the transaction: “While both Bruker BioSciences and Bruker BioSpin are well established and successful companies on their own, the combined company will considerably increase and diversify its market presence, technology base, product lines, global distribution and customer support capabilities. The Special Committee believes that this acquisition is compelling from both a strategic and a financial perspective, and is a very positive development for Bruker BioSciences and all of its stockholders.”

 

Frank Laukien, President and CEO of Bruker BioSciences, stated: “This business combination will enable us to better leverage the Bruker brand and to increase our

 



 

capabilities even further in many of the markets and geographies that we serve. We expect that a combined single public Bruker company will be beneficial to our customers, employees and suppliers, and will be advantageous to all Bruker BioSciences shareholders through significantly improved operating margins, net income margins, EPS and cash flows.”

 

The Resulting Combined Company

 

After the closing of this acquisition, Bruker BioSpin will join the existing Bruker BioSciences operating companies Bruker AXS, Bruker Daltonics and Bruker Optics.

 

Bruker BioSpin designs, manufactures and distributes enabling life science and analytical research systems based on magnetic resonance core technology. Bruker BioSpin’s technology platforms include nuclear magnetic resonance (NMR), electron paramagnetic resonance (EPR), research MRI (magnetic resonance imaging), as well as superconducting magnets and superconducting wire. Bruker BioSpin is the worldwide technology and market leader in NMR, EPR and pre-clinical MRI, as well as in related superconducting magnet technology. For more information, please visit www.bruker-biospin.com

 

The new combined company, consisting of Bruker BioSciences and the Bruker BioSpin group, is expected to be renamed Bruker Corporation (NASDAQ: BRKR)  and will have expected 2007 pro forma revenue in excess of $900 million, and over 3,700 employees serving its customers worldwide. Pro forma combined financials of Bruker BioSciences and the Bruker BioSpin group as of September 30, 2007 will be filed as part of the planned proxy statement described below.

 

This combination brings together a broad range of magnetic resonance, mass spectrometry, x-ray analysis, elemental analysis and molecular spectroscopy platforms, as well as superconducting magnet and wire technology. The combined single Bruker company will be in a position to provide a unique combination of complementary high-performance scientific instruments and solutions for molecular and materials research, as well as for industrial and applied analysis, including:

 

                  organic and inorganic chemistry, including metabolomics;

                  expression proteomics and structural biology;

                  pharmaceutical/biotech drug discovery and development;

                  biomarker discovery, clinical proteomics and molecular diagnostics research;

                  molecular imaging research in pathology and oncology;

                  microorganism identification and infectious disease research;

                  advanced materials research and nanotechnology;

                  pharmaceutical process analysis technology and ‘pharma forensics’;

                  applied food, beverage and agricultural analysis;

                  advanced materials research and materials process analysis in the semiconductor, automotive, aerospace, energy, cement, metals, ceramics, polymers and raw materials industries;

 



 

                  forensic analysis and toxicology;

                  art, museum and conservation markets; and

                  chemical, biological and nuclear detection for homeland security and defense.

 

Overview of the Bruker BioSpin Group

 

Bruker BioSpin’s NMR, EPR and MRI analytical and life-science products and solutions are utilized broadly in a variety of applications, including:

 

                  pharmaceutical/biotech drug discovery and development;

                  chemistry and molecular biology basic research, including structural biology

                  NMR metabolic profiling and fingerprinting;

                  MRI morphological and molecular imaging in non-invasive animal research; and

                  food, beverage and agricultural products analysis to ensure their content, origin, authenticity and safety.

 

Bruker BioSpin also develops and manufactures bench-top time-domain (TD) NMR analyzers, which are already being distributed globally into applied markets via Bruker Optics, an operating company of Bruker BioSciences.

 

Bruker BioSpin’s superconducting wire technologies and products are developed and manufactured at European Advanced Superconductor GmbH & Co. KG (EAS) as well as at European High-Temperature Superconductor GmbH & Co. KG (EHTS), both located near Frankfurt, Germany. They consist of:

 

                  advanced low-temperature superconducting wires for clinical MRI magnets, NMR magnets, FTMS magnets, as well as for magnets used in






 
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